Cenveo Inc. (NYSE: CVO) has announced that it has signed a definitive merger agreement to acquire all of the shares of Nashua Corporation (NASDAQ: NSHA) in a stock and cash transaction valued at approximately $44 million including the assumption of Nashua debt. The agreement has been approved by the boards of directors of both companies and is expected to close sometime this summer.

The acquisition is subject to customary closing conditions, including approval of Nashua’s shareholders. Upon completion of the transaction, it is anticipated that Nashua’s shareholders will own approximately 11 percent of the combined company. Cenveo has also entered into a Voting Agreement with certain members of Nashua’s directors and executive officers, including Tom Brooker, Nashua’s CEO and president, as well as with Newcastle Partners, L.P., a major Nashua shareholder. The persons and entities who have signed the Voting Agreement collectively own approximately 23 percent of Nashua’s common stock. Pursuant to the Voting Agreement, they have, among other things, agreed to vote in favor
of the transaction with Cenveo.

Brooker says, “By becoming a part of the third largest graphic communications company in North America, Nashua is better positioned to reach the next level of performance and market share growth in the attractive niche markets we serve. Nashua will become part of a much larger business, a business better able to meet the growing and full service needs of Nashua’s customers, and use this expanded scale to deliver increased efficiencies and a wider service offering to them.”

“The acquisition of Nashua brings together two of the nation’s most respected printers to strengthen our label platform and expand our product offerings. Nashua’s operations both strategically mirror and complement Cenveo’s product line and will create immediate cross-selling opportunities for both companies’ customers. The acquisition of Nashua, with its storied history and strategic niche product offerings, is an example of how we intend to grow our company by acquiring leaders in high growth sectors of the printing industry. We expect this acquisition to be accretive to earnings,” says Robert G. Burton, chairman and CEO of Cenveo.

Nashua, with annual revenues of $265 million in 2008, is a manufacturer of label and specialty paper products with 650 employees and manufacturing facilities in California, Nebraska, New Hampshire and Tennessee.

Cenveo, headquartered in Stamford, CT, USA is a leader in the management and distribution of print and related products and services.